Obligation MarshMcLennan 4.2% ( US571748BD35 ) en USD

MarshMcLennan

84.5075 % ▲

Etas-Unis

US571748BD35 ( en USD )

4.2% par an ( paiement semestriel )

01/03/2048

Prospectus brochure de l'obligation Marsh & McLennan US571748BD35 en USD 4.2%, échéance 01/03/2048

2 000 USD

600 000 000 USD

571748BD3

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/03/2026 ( Dans 100 jours )

Marsh & McLennan Companies (MMC) est une société mondiale de services professionnels offrant des services de courtage d'assurance, de gestion des risques, de conseil et de solutions de réassurance à travers ses quatre principales divisions : Marsh, Guy Carpenter, Mercer et Oliver Wyman.

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BD35, paye un coupon de 4.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2048

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BD35, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BD35, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d506975d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Price

Registration Fee(1)
4.200% Senior Notes due 2048

$600,000,000

$74,700.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-206217

Prospectus Supplement
February 27, 2018
(To Prospectus Dated August 7, 2015)

Marsh & McLennan Companies, Inc.
$600,000,000 4.200% Senior Notes due 2048
We will pay interest on the notes on March 1 and September 1 of each year, beginning on September 1, 2018. The notes will mature on March 1,
2048. At our option, we may redeem the notes, in whole or in part at any time and from time to time, before their maturity at the redemption prices
described herein under "Description of Notes--Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness from time to time
outstanding.

Investing in the notes involves risks. See the section entitled "Risk Factors" in our Annual Report on Form 10-K
for the Year ended December 31, 2017, which is incorporated by reference into this prospectus supplement and the
accompanying prospectus.

Per Note

Total

Public offering price(1)

99.594%
$597,564,000
Underwriting discount

0.875%
$
5,250,000
Proceeds to the Company (before expenses)

98.719%
$592,314,000

(1)
Plus accrued interest, if any, from March 1, 2018, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The underwriters expect to deliver the notes through the book-entry delivery system of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about March 1, 2018.
Joint Book-Running Managers

Citigroup
Goldman Sachs & Co. LLC

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Barclays
HSBC

Co-Managers

BNY Mellon Capital Markets, LLC

GC Securities

RBC Capital Markets, LLC
TD Securities

Wells Fargo Securities
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Incorporation of Certain Documents by Reference

S-ii
Summary

S-1
Information Concerning Forward-Looking Statements

S-4
Use of Proceeds

S-5
Ratio of Earnings to Fixed Charges

S-5
Description of Notes

S-6
Material U.S. Federal Income Tax Consequences

S-12
Underwriting (Conflicts of Interest)

S-16
Legal Matters

S-21
Experts

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Prospectus

About This Prospectus

3
Marsh & McLennan Companies, Inc.

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Securities

4
Description of Capital Stock

4
Depositary Shares Representing Preferred Stock

7
Description of Debt Securities

7
Description of Warrants

17
Description of Purchase Contracts

17
Description of Units

17
Plan of Distribution

18
Where You Can Find More Information

19
Information Concerning Forward-Looking Statements

20
Legal Opinions

21
Experts

21
This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this offering of notes. The second part,
the accompanying prospectus dated August 7, 2015, gives more general information, some of which may not apply to this offering. You should carefully
read both this prospectus supplement and the accompanying prospectus, together with the information described under the heading "Where You Can Find
More Information" in the accompanying prospectus.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our," and "the Company" are to Marsh & McLennan
Companies, Inc. and not its subsidiaries, except where the context otherwise requires.
We have not, and the underwriters have not, authorized anyone to provide you with different or additional information or to make any representations
other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we
have authorized for use with respect to this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you or any representation that others may make to you. This prospectus supplement and the accompanying prospectus are
an offer to sell only the notes, but only under

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Final Prospectus Supplement
circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement or the accompanying prospectus, as
well as information previously filed with the Securities and Exchange Commission ("SEC") and incorporated by reference, is current only as of the date of
such information. Our business, financial condition, results of operations and prospects may have changed since that date.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the Company to "incorporate by reference" the information it files with the SEC. This permits us to disclose important information
to you by referencing these filed documents, which are considered part of this prospectus supplement and the accompanying prospectus. Information that
we file later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that the Company previously filed with the SEC and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering of the notes has been completed; provided that, unless otherwise stated,
we will not incorporate by reference any filing that is "furnished" or deemed "furnished" to the SEC. These documents contain important information
about the Company.
We will provide without charge, upon written or oral request, a copy of any or all of the documents which are incorporated by reference in this
prospectus supplement and the accompanying prospectus. Requests should be directed to Investor Relations, Marsh & McLennan Companies, Inc., 1166
Avenue of the Americas, New York, New York 10036-2774 (telephone number (212) 345-5000). The information found on our website and the websites
of our operating companies is not a part of this prospectus supplement or the accompanying prospectus.

SEC Filings

Date Filed with the SEC

Annual Report on Form 10-K for the Year ended December 31, 2017

February 22, 2018
Definitive Proxy Statement on Schedule 14A (solely to the extent incorporated by reference into the Company's Annual
Report on Form 10-K for the Year ended December 31, 2016)

March 31, 2017

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SUMMARY
The Company
Marsh & McLennan Companies, Inc. is a global professional services firm offering clients advice and solutions in risk, strategy and people. Its
businesses include: Marsh, the insurance broker, intermediary and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the
provider of HR and investment related financial advice and services; and Oliver Wyman Group, the management, economic and brand consultancy.
With nearly 65,000 colleagues worldwide and annual revenue of more than $14 billion, the Company provides analysis, advice and transactional
capabilities to clients in more than 130 countries. The Company's executive offices are located at 1166 Avenue of the Americas, New York, New
York 10036-2774, and our telephone number is (212) 345-5000.

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The Offering

Issuer
Marsh & McLennan Companies, Inc.

Notes Offered
$600,000,000 aggregate principal amount of 4.200% Senior Notes due 2048.

Maturity
The notes will mature on March 1, 2048, unless earlier redeemed or repurchased.

Interest
The notes will bear interest at 4.200% per year. Interest will be payable semi-annually in
arrears on March 1 and September 1 of each year, beginning September 1, 2018.

Ranking
The notes will be senior unsecured obligations of Marsh & McLennan Companies, Inc. and
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will rank equally with all of our other senior unsecured indebtedness from time to time
outstanding.

As of December 31, 2017, we had approximately $5.1 billion of outstanding senior
unsecured indebtedness, not including the debt of our subsidiaries. As of December 31, 2017,
debt of our subsidiaries, to which the notes will be structurally subordinated, was
approximately $370 million.

Optional Redemption
We may, at our option, redeem the notes in whole at any time, or in part from time to time,
as described under "Description of Notes--Optional Redemption."

Additional Notes
We may, without the consent of the noteholders, issue additional notes having the same
ranking and the same interest rate, maturity and other terms (other than the issue date, the
public offering price, the payment of interest accruing prior to the issue date of such
additional notes and the first payment of interest following such issue date) as the notes
offered by this prospectus supplement.

Any such additional notes will be a part of the series having the same terms as the notes,
provided that, if any additional notes subsequently issued are not fungible for U.S. federal
income tax purposes with any notes previously issued, such additional notes shall trade under
a separate CUSIP number.

Sinking Fund
None.

Use of Proceeds
We will receive net proceeds from the offering of the notes of approximately $592.3 million
after deducting the underwriting discounts and commissions but before offering expenses.
We intend to use the net proceeds of this offering for general corporate purposes. See "Use
of Proceeds."

Conflicts of Interest
GC Securities is a division of MMC Securities LLC, which is an indirect wholly owned
subsidiary of Marsh & McLennan Companies,

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Inc. MMC Securities LLC is a member of the Financial Industry Regulatory Authority, Inc.
("FINRA") and as a result of GC Securities' participation as an underwriter in this offering it
is deemed to have a "conflict of interest" within the meaning of Rule 5121 of FINRA ("Rule

5121"). Therefore, this offering will be conducted in accordance with Rule 5121, which
requires that GC Securities not make sales to discretionary accounts without the prior written
consent of the account holder. A qualified independent underwriter is not necessary for this
offering pursuant to Rule 5121(a)(1)(C).

Listing
We do not intend to list the notes on any national securities exchange. The notes will be new
securities for which there is currently no public market.

Governing Law
The indenture and the notes will be governed by the laws of the State of New York.

Trustee
The Bank of New York Mellon.

Risk Factors
Investing in the notes involves risks. See the section entitled "Risk Factors" in our Annual
Report on Form 10-K for the Year ended December 31, 2017, which is incorporated by
reference into this prospectus supplement and the accompanying prospectus, for a discussion
of factors you should consider carefully before deciding to invest in the notes.

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Table of Contents
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain "forward-looking statements," as defined in the Private Securities Litigation
Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate,"
"assume, " "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could,"
"may," "might," "should," "will" and "would."
Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or
implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:

· the impact of any investigations, reviews, market studies or other activity by regulatory or law enforcement authorities, including the U.K.

Financial Conduct Authority wholesale insurance broker market study and the ongoing investigations by the European Commission;

· the impact from lawsuits, other contingent liabilities and loss contingencies arising from errors and omissions, breach of fiduciary duty or other

claims against us;

· our organization's ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or

proprietary information, particularly given the large volume of our vendor network and the need to patch software vulnerabilities;

· our ability to compete effectively and adapt to changes in the competitive environment, including to respond to disintermediation, digital

disruption and other types of innovation;

· the financial and operational impact of complying with laws and regulations where we operate, including cybersecurity and data privacy

regulations such as the E.U.'s General Data Protection Regulation, anti-corruption laws and trade sanctions regimes;

· the regulatory, contractual and reputational risks that arise based on insurance placement activities and various broker revenue streams;

· the extent to which we manage risks associated with the various services, including fiduciary and investments and other advisory services;

· our ability to successfully recover if we experience a business continuity problem due to cyberattack, natural disaster or otherwise;

· the impact of changes in tax laws, guidance and interpretations, including related to certain provisions of the U.S. Tax Cuts and Jobs Act, or

disagreements with tax authorities;

· the impact of fluctuations in foreign exchange and interest rates on our results;

· the impact of macroeconomic, political, regulatory or market conditions on us, our clients and the industries in which we operate; and

· the impact of changes in accounting rules or in our accounting estimates or assumptions, including the impact of the adoption of the new

revenue recognition, pension and lease accounting standards.
The factors identified above are not exhaustive. Further information concerning the Company and its businesses, including information about factors
that could materially affect our results of operations and financial condition, is contained in the Company's filings with the SEC, including the "Risk
Factors" section and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our most recently filed
Annual Report on Form 10-K, which is incorporated by reference into this prospectus supplement and the accompanying prospectus. We caution readers
not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates
on which they are made. We undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the
date on which it is made.

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USE OF PROCEEDS
We will receive net proceeds from the offering of the notes of approximately $592.3 million after deducting underwriting discounts and commissions
but before offering expenses. We intend to use the net proceeds of this offering for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

Year Ended December 31,
2017

2016

2015

2014

2013
8.4

9.0

9.0

7.9

7.6
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DESCRIPTION OF NOTES
The notes will be senior debt issued under an indenture dated as of July 15, 2011 between Marsh & McLennan Companies, Inc. and The Bank of
New York Mellon, as trustee, as previously supplemented and as to be further supplemented by a tenth supplemental indenture to be dated as of March 1,
2018 (collectively, the "indenture").
General Terms of Notes
Interest and principal will be payable in U.S. dollars. The notes will be issued only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. There will be no sinking fund payments for the notes.
The security registrar and transfer agent for the notes will be The Bank of New York Mellon until such time as a successor security registrar or
transfer agent is appointed.
The notes will initially be limited to $600,000,000 aggregate principal amount.
We may, without the consent of the noteholders, issue additional notes having the same ranking and the same interest rate, maturity and other terms as
the notes offered by this prospectus supplement (except for the issue date, the public offering price, the payment of interest accruing prior to the issue date
of such additional notes and the first payment of interest following such issue date). Any such additional notes will be a part of the series having the same
terms as the notes, provided that, if any additional notes subsequently issued are not fungible for U.S. federal income tax purposes with any notes
previously issued, such additional notes shall trade under a separate CUSIP number.
Interest
The notes will bear interest at 4.200% per year. Interest on the notes will be payable semi-annually in arrears on March 1 and September 1 of each
year, beginning September 1, 2018. Interest on the notes will accrue from March 1, 2018, or from the most recent date to which interest has been paid or
provided for. Interest on the notes will be paid to holders of record on the record date immediately preceding the interest payment date.
Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. If an interest payment date for the notes falls on a day
that is not a business day, the interest payment shall be postponed to the next succeeding business day, and no interest on such payment shall accrue for the
period from and after such interest payment date. It will be an event of default under the indenture if we fail to pay interest when due and such failure
continues for 30 days.
The notes will mature on March 1, 2048. If the maturity date for the notes falls on a day that is not a business day, the principal of and interest on the
notes shall be due on the next succeeding business day, and no interest on such payment shall accrue for the period from and after the maturity date.
Ranking
The notes will be senior unsecured obligations of Marsh & McLennan Companies, Inc. and will rank equally with all of our other senior unsecured
indebtedness from time to time outstanding. As of December 31, 2017, we had approximately $5.1 billion of outstanding senior unsecured indebtedness,
not including the debt of our subsidiaries. As of December 31, 2017, debt of our subsidiaries, to which the notes will be structurally subordinated, was
approximately $370 million.
Optional Redemption
The notes will be redeemable, in whole at any time or in part from time to time, at our option.

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If notes are redeemed prior to September 1, 2047 (the date that is six months prior to the stated maturity date for the notes), the redemption price for
the notes to be redeemed will equal the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to but excluding the
redemption date:

(1)
100% of the principal amount of the notes to be redeemed; or

(2)
the sum of the present values of the remaining scheduled payments of principal of and interest on the notes to be redeemed that would be due if

the notes matured on September 1, 2047 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a
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semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points.
If the notes are redeemed on or after September 1, 2047 (the date that is six months prior to the stated maturity date for the notes), the redemption
price for the notes to be redeemed will equal 100% of the principal amount of such notes plus accrued and unpaid interest thereon to but excluding the
redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes to be redeemed (assuming for this purpose, that the notes matured on September 1,
2047) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is provided
with fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means (i) Citigroup Global Markets Inc. and its successors, (ii) Goldman Sachs & Co. LLC and its successors,
(iii) Barclays Capital Inc. and its successors and (iv) HSBC Securities (USA) Inc. and its successors, who are primary U.S. Government securities dealers
for the City of New York (each a "Primary Treasury Dealer"), and any other Primary Treasury Dealer as we may specify from time to time; provided,
however, that if any of them ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.
The Treasury Rate shall be calculated on the third business day preceding the redemption date. As used in the immediately preceding sentence and in
the definition of "Reference Treasury Dealer Quotations" above, the term "business day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to remain closed.
Notice of any redemption will be transmitted at least 30 but not more than 60 days before the redemption date to each holder of record of notes to be
redeemed. The notice of redemption for such notes will state, among

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other things, the amount of notes to be redeemed, the redemption date, the manner in which the redemption price will be calculated and the place or places
where payment will be made upon presentation and surrender of notes to be redeemed. If less than all of the notes are to be redeemed at our option, the
notes, or portions of the notes, to be redeemed will be selected in accordance with the procedures of DTC. Unless we default in the payment of the
redemption price, interest will cease to accrue on any such notes that have been called for redemption at the redemption date.
The Company shall not be required (i) to issue, register the transfer of or exchange any notes during the period beginning at the opening of business
15 days before the day of the delivery of a notice of redemption of notes selected for redemption and ending at the close of business on the day of such
delivery, or (ii) to register the transfer or exchange of any notes so selected for redemption in whole or in part, except the unredeemed portion of any such
notes being redeemed in part.
Global Clearance and Settlement Procedures
Investors in the global securities representing the notes (the "Global Notes") may hold a beneficial interest in such Global Notes through The
Depository Trust Company ("DTC"), Clearstream Banking, société anonyme ("Clearstream") or the Euroclear System ("Euroclear") or through
participants. The notes may be traded as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary
trades will settle as set forth below.
Clearstream has advised that it is incorporated under the laws of the Grand Duchy of Luxembourg as a professional depositary. Clearstream holds
securities for its participating organizations ("Clearstream Participants"). Clearstream facilitates the clearance and settlement of securities transactions
between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, eliminating the need for physical
movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (CSSF).
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Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.
Distributions, to the extent received by the U.S. Depositary (as defined below) for Clearstream, with respect to the notes held beneficially through
Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures.
Euroclear has advised that it was created in 1968 to hold securities for its participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of
certificates and eliminating any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./ N.V. (the
"Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are
conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including
central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear
is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

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The Euroclear Operator has advised us that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global
basis. As a Belgian bank, it is regulated and examined by the Belgian Banking and Finance Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with
respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or
relationship with persons holding through Euroclear Participants.
Distributions, to the extent received by the U.S. Depositary for Euroclear, with respect to notes held beneficially through Euroclear will be credited
to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions.
Individual certificates in respect of notes will not be issued in exchange for the Global Notes, except in very limited circumstances, including those
instances that follow: If DTC notifies us that it is unwilling or unable to continue as a clearing system in connection with a Global Note or DTC ceases to
be a clearing agency registered under the Exchange Act, and in each case we do not appoint a successor clearing system within 90 days after receiving such
notice from Euroclear, Clearstream or DTC or on becoming aware that DTC is no longer so registered, we will issue or cause to be issued individual
certificates in registered form on registration of transfer of or in exchange for book-entry interests in the notes represented by such Global Note upon
delivery of such Global Note for cancellation.
Title to book-entry interests in the notes will pass by book-entry registration of the transfer within the records of Euroclear, Clearstream or DTC, as
the case may be, in accordance with their respective procedures. Book-entry interests in the notes may be transferred within Euroclear and within
Clearstream and between Euroclear and Clearstream in accordance with procedures established for these purposes by Euroclear and Clearstream. Book-
entry interests in the notes may be transferred within DTC in accordance with procedures established for this purpose by DTC. Transfers of book-entry
interests in the notes between Euroclear and Clearstream and DTC may be effected in accordance with procedures established for this purpose by
Euroclear, Clearstream and DTC.
Initial Settlement
All Global Notes will be registered in the name of Cede & Co. as nominee of DTC. Investors' interests in the Global Notes will be represented
through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearstream and Euroclear will hold positions on
behalf of their participants through their respective U.S. depositaries (each, a "U.S. Depositary"), which in turn will hold such positions in accounts as
participants of DTC.
Notes held through DTC will be settled in immediately available funds. Investor securities custody accounts will be credited with their holdings
against payment on the settlement date. Notes held through Clearstream or Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security and no "lock-up" or restricted period. Notes will be credited to the
securities custody accounts on the settlement date against payment.
Secondary Market Trading
Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value date.

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Trading between DTC Participants. Secondary market trading between DTC participants will be settled in immediately available funds.
Trading between Clearstream and/or Euroclear Participants. Secondary market trading between Clearstream participants and/or Euroclear
participants will be settled using the procedures applicable to conventional eurobonds.
Trading between DTC Seller and Clearstream or Euroclear Purchaser. When beneficial interests in the Global Notes are to be transferred from the
account of a DTC participant to the account of a Clearstream participant or a Euroclear participant, the purchaser will send instructions to Clearstream or
Euroclear through a participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the U.S. Depositary, as the case may be,
to receive a beneficial interest in the Global Notes against payment. Unless otherwise set forth in this prospectus supplement, payment will include interest
accrued on the beneficial interest in the Global Notes so transferred from and including the last interest payment date to and excluding the settlement date,
on the basis on which interest is calculated on the notes. For transactions settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. Payment will then be made by the U.S. Depositary to the DTC participant's account against delivery of the
beneficial interest in the Global Notes. After settlement has been completed, the beneficial interest in the Global Notes will be credited to the respective
clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream or Euroclear participant's account. The securities
credit will appear the next day (European time) and the cash debit will be back-valued to, and interest on the beneficial interest in the Global Notes will
accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended
value date (that is, the trade fails), the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.
Clearstream participants and Euroclear participants will need to make available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or
Euroclear until the beneficial interests in the Global Notes are credited to their accounts one day later.
As an alternative, if Clearstream or Euroclear has extended a line of credit to them, participants can elect not to preposition funds and allow that
credit line to be drawn upon to finance settlement. Under this procedure, Clearstream participants or Euroclear participants purchasing a beneficial interest
in the Global Notes would incur overdraft charges for one day, assuming they cleared the overdraft when the beneficial interests in the Global Notes were
credited to their accounts. However, interest on the beneficial interests in the Global Notes would accrue from the value date. Therefore, in many cases the
investment income on the Global Notes earned during that one-day period may substantially reduce or offset the amount of such overdraft charges,
although this result will depend on each participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending a beneficial
interest in the Global Notes to the U.S. Depositary for the benefit of Clearstream participants or Euroclear participants. The sale proceeds will be available
to the DTC seller on the settlement date. Thus, to the DTC participant a cross-market transaction will settle no differently than a trade between two DTC
participants.
Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to time zone differences in their favor, Clearstream and Euroclear
participants may employ their customary procedures in transactions in which a beneficial interest in the Global Notes is to be transferred by the respective
clearing system, through the U.S. Depositary, to a DTC participant. The seller will send instructions to Clearstream or Euroclear through a participant at
least one business day prior to settlement. In these cases, Clearstream or Euroclear will instruct the

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U.S. Depositary, as appropriate, to deliver the beneficial interest in the Global Notes to the DTC participant's account against payment. Payment will
include interest accrued on the beneficial interest in the Global Notes from and including the last coupon payment date to and excluding the settlement date
on the basis on which interest is calculated on the Global Notes. For transactions settling on the 31st of the month, payment will include interest accrued to
and excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream or Euroclear participant the
following day, and receipt of the cash proceeds in the Clearstream or Euroclear participant's account would be back-valued to the value date (which would
be the preceding day, when settlement occurred in New York). Should the Clearstream or Euroclear participant have a line of credit with its respective
clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft
charges incurred over that one-day period. If settlement is not completed on the intended value date (that is, the trade fails), receipt of the cash proceeds in
the Clearstream or Euroclear participant's account would instead be valued as of the actual settlement date.
Finally, day traders that use Clearstream or Euroclear and that purchase beneficial interests in the Global Notes from DTC participants for credit to
Clearstream participants or Euroclear participants should note that these trades would automatically fail on the sale side unless affirmative action is taken.
At least three techniques should be readily available to eliminate this potential problem:

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Final Prospectus Supplement
· borrowing through Clearstream or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream or Euroclear

accounts) in accordance with the clearing system's customary procedures;

· borrowing beneficial interests in the Global Notes in the United States from a DTC participant no later than one day prior to settlement, which

would give beneficial interests in the Global Notes sufficient time to be reflected in the appropriate Clearstream or Euroclear account in order
to settle the sale side of the trade; or

· staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one

day prior to the value date for the sale to the Clearstream participant or Euroclear participant.
Although DTC, Clearstream, and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of beneficial interests in the
Global Notes among participants of DTC, Clearstream, and Euroclear, they are under no obligation to perform or continue to perform such procedures and
such procedures may be discontinued at any time.
Applicable Law
The notes and the indenture will be governed by and construed in accordance with the laws of the State of New York.
Additional Terms
For additional important information about the notes, see "Description of Debt Securities" in the accompanying prospectus. That information
includes:

· additional information on the terms of the notes;

· general information on the indenture and the trustee; and

· a description of events of default under the indenture.
To the extent any information about the notes varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information contained in this prospectus supplement.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following are the material U.S. federal income tax consequences of ownership and disposition of the notes. This discussion applies only to notes
that meet both of the following conditions:

· they are purchased by those initial holders who purchase notes at the "issue price," which will equal the first price to the public (not including

bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a
substantial amount of the notes is sold for money; and

· they are held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").
This discussion does not describe all aspects of U.S. federal income taxes and does not deal with all of the tax consequences that may be relevant to
holders in light of their particular circumstances or to holders subject to special rules such as:

· financial institutions;

· insurance companies;

· dealers or traders using a mark-to-market method of tax accounting for the notes;

· persons holding notes as part of an integrated transaction;

· U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

· regulated investment companies or real estate investment trusts;

· partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

· persons required under Section 451(b) of the Code to conform the timing of income accruals with respect to the notes to their financial

statements;

· tax-exempt organizations; or

· persons subject to the alternative minimum tax or the Medicare contribution tax.
If an entity treated as a partnership for U.S. federal income tax purposes holds notes, the U.S. federal income tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. Partners of partnerships holding notes are urged to consult their tax advisors as to
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Document Outline

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